Explain the elements one would have to prove to bring a successful product liability case based on negligence.
Explain the defences one can raise in a product liability case based on negligence.
Explain the various types of warranties that provide the basis for product liability cases based on breach of warranty.
Explain the difference between the foreign-natural and consumer-expectations tests.
Explain the defences available in a breach-of-warranty case.
Explain the circumstances under which each of the following types of ownership would be most desirable. Give reasons for your responses.
13-4 Explain how the ownership of land may be transferred. 1
3-5 Explain how a general warranty deed differs from a quitclaim deed.
23-6 Livingston had worked for Merrill Lynch for 20 years as a securities sale’s representative (account executive). In January 1972, he and 47 other account executives were given the honorary title of “vice president” because of their outstanding sales records. None of their duties changed, however, and they never attended a meeting of the board of directors.
In November and December 1972, Livingston sold and repurchased the same number of shares of Merrill Lynch, making a profit of $14,836.37. Merrill Lynch sued Livingston for recovery of the profits, claiming that he had violated Section 16(b) of the Securities and Exchange Act of 1934. Livingston denied such charges. Who won this case, and why?
23-7 Bigelow Corporation has total assets of $850,000, sales of $1,350,000, and one class of common stock with 250 shareholders, both of which are traded over the counter. Which provisions of the Securities Exchange Act of 1934 apply to Bigelow Corporation?
23-8 The boards of directors of DuMont Corp. and Epsot, Inc., agreed to enter into a friendly merger, with DuMony to be the surviving entity. The stock of both corporations was listed on a national stock exchange. In connection with the merger, both corporations distributed to their shareholders proxy statements seeking approval of the proposed merger.
About three weeks after the merger was consummated, the price of DuMony stock fell from $25 to $13 as a result of the discovery that Epsot had entered into several unprofitable long-term contracts two months before the merger had been proposed. The contracts will result in substantial losses from Epsot’s operations for at least the next four years.
The existence and effect of these contracts, although known to both corporations at the time of the proposed merger, were not disclosed in the proxy statements of either corporation. Can the shareholders of DuMont recover in a suit against DuMont under the 1934 Act? Explain.
23-9 Schlitz Brewing Company failed to disclose on its registration statement, as well as in its periodic reports to the SEC, certain kickback payments that it was making to retailers to encourage them to sell Schlitz products, as well as the fact that the company had been convicted of violating a Spanish tax law.
The SEC claimed that the failure to include such information was a violation of the antifraud provisions of the 1933 and 1934 Acts because it was material. Schlitz claimed that the information was not material because the kickbacks represented only $3 million, a tiny sum compared with the company’s $1 billion in revenues.
Was the information material, and was its omission thus a violation of Section 10(b) of the 1934 Act and SEC Rule 10(b)-5? Explain.